Auditor Report of Great Eastern Shipping Company Ltd.

Mar 31, 2017

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying Standalone Ind AS Financial Statements of THE GREAT EASTERN SHIPPING COMPANY LIMITED ("the Companyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone Ind AS Financial Statementsâ).

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these Standalone Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone Ind AS Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Standalone Ind AS Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Standalone Ind AS Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Standalone Ind AS Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, including the Ind AS, of the financial position of the Company as at March 31, 2017 and its financial performance including Other Comprehensive Income, the changes in equity and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2016, ("the Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013, we give in the âAnnexure A", a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant rules issued there under.

e) On the basis of the written representations received from the Directors of the Company as on March 31, 2017 and taken on record by the Board of Directors, none of the Directors of the Company is disqualified as on March 31, 2017, from being appointed as a Director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure B".

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements. Refer Note No. 34 to the Standalone Ind AS Financial Statements.

ii) The Company has made provision, as required under the applicable laws or Accounting Standards for material foreseeable losses, if any, on long term contracts including derivative contracts. Refer Note No. 2(p) and 35 to the Standalone Ind AS Financial Statements.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) The Company has provided requisite disclosures in its Standalone Ind AS Financials Statements as to holdings as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on audit procedures and relying on the Management representation, we report that the disclosures are in accordance with the books of account and other records maintained by the Company and as produced to us by the Management. Refer Note No. 39 to the Standalone Ind AS Financials Statements.

The Annexure referred to in paragraph 1 ''Report on Other Legal and Regulatory Requirements'' in our Independent Auditor''s Report to the members of the Company on the Standalone Ind AS Financial Statements for the year ended March 31, 2017:

STATEMENT ON MATTERS SPECIFIED IN PARAGRAPHS 3 AND 4 OF THE COMPANIES (AUDITOR''S REPORT) ORDER, 2016:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on such verification are not material and have been properly dealt with in the books of account.

c) According to the information and explanations given to us and on the basis of the records of the Company examined by us, the title deeds of immovable properties are held in the name of the Company except in one case where the deed of assignment in respect of the Company''s leasehold property at Worli (Gross block â Rs. 55.42 crores and Net block â Rs. 48.05 crores) is yet to be transferred in the name of the Company. The Company has received a demand for transfer charges from the Bombay Municipal Corporation for transferring the property in favour of the Company. The Company has filed a writ petition in the Bombay High Court contesting the demand.

2. The Management has conducted physical verification of inventory at reasonable intervals. The discrepancies noticed on physical verification were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. During the year, the Company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provisions of sub-clauses (a), (b) and (c) of paragraph 3 (iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us and records, examined by us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76, or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013, in respect of any of the activities of the Company.

7. Statutory Dues:

a) According to the information and explanations given to us and on the basis of the records examined by us, the Company is regular in depositing undisputed statutory dues, including Shore Staff Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service Tax, Duty of Customs, Value added tax, Cess and any other statutory dues with the appropriate authorities wherever applicable. We have been informed that in respect of floating staff it is not possible to accurately ascertain the provident fund dues in view of the nature of Company''s activities. The Company regularly makes ad hoc payments to the appropriate authorities and on final determination, the balance, if any, is paid. We have been informed that there are no undisputed dues which have remained outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of Income-tax, Sales tax, Service tax, Duty of Customs, Value added tax or Cess outstanding on account of any dispute, other than the following:

NAME OF THE STATUTE

NATURE OF DUES

AMOUNT (RS.

IN CRORE)

PERIOD TO WHICH THE AMOUNT RELATES

FORUM WHERE DISPUTE IS

PENDING

The Central Sales Tax Act, 1956

Sales Tax

0.80

0.87

1998-99

The Sales Tax Appellate Tribunal

The Bombay Sales Tax Act, 1959

Sales Tax

0.07

0.07

0.09

1995-96

1996-97

1997-98

The High Court at Bombay

3.86

0.70

1998-99

The Sales Tax Appellate Tribunal

1.00

2001-02

Commissioner of Sales Tax (Appeals)

The Maharashtra VAT Act, 2005

VAT

0.00*

0.00*

2009-10

2010-11

Sales Tax Officer

The Maharashtra Land Revenue Code, 1966

Transfer charges for office premises under the scheme of demerger

1.24

2002-03

The High Court at Bombay

Transfer Charges for office Premises

3.10

2003-04

The High Court at Bombay

Customs Act, 1962

Custom Duty regarding vessels at different ports

0.04

2009-10

Commissioner of Customs (Appeals), Jamnagar

0.44

0.07

2010-11

2011-12

CESTAT, Ahmedabad

0.02

2011-12

Commissioner of Customs (Appeals), Bhubaneshwar

5.56

2012-13

The High Court at Ahmedabad, Chennai and Bhubaneswar

0.37

2012-13

Commissioner of Customs (Appeals), Jamnagar

0.01

2013-14

Commissioner of Customs (Appeals), Kolkata

Income-tax Act, 1961

Income-tax

0.75

2007-08

Income Tax Appellate Tribunal, Mumbai

0.08

2008-09

Income Tax Appellate Tribunal, Mumbai

0.05

2009-10

Income Tax Appellate Tribunal, Mumbai

0.03

2013-14

Asst. Commissioner of Income Tax

The Major Port Trusts Act, 1963

Wharfage Charges

0.99

2014-15

The High Court of Judicature at Madras

* Amounts less than Rs.0.01 crore.

8. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks or debenture holders. There are no dues to financial institutions or Government.

9. According to the information and explanations given to us and the records examined by us, the term loans obtained by the Company were applied for the purpose for which the loans were obtained. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year.

10. During the course of our examination of the books of account and records of the Company, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the Company, has been noticed or reported during the year.

11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company; hence the provisions of Clause 3(xii) of the Order are not applicable to the Company.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with Directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

16. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W / W100166

Daraius Z. Fraser

PARTNER

M. No.: 42454

Mumbai: May 5, 2017.

Mar 31, 2016

We have audited the accompanying Standalone Financial Statements of THE
GREAT EASTERN SHIPPING COMPANY LIMITED ("the Company"), which comprise
the Balance Sheet as at March 31,2016, the Statement of Profit and
Loss, the Cash Flow Statement for the year then ended and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these Standalone Financial Statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these Standalone
Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report underthe provisions of the Actand the Rules made there
under.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the accounting
policies used and the reasonableness of the accounting estimates made
by the Company''s Directors, as well as evaluating the overall
presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Standalone
Financial Statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Standalone Financial Statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31,2016 and its profit and its cash flows for the year ended
on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016, ("the
Order"), issued by the Central Government in terms of sub- section (11)
of Section 143 of the Companies Act, 2013, we give in the "Annexure A"
a statement on the matters specified in paragraphs 3 and 4 of the said
Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purpose of our audit.

b) In our opinion, proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.

d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the
Directors of the Company as on March 31,2016 and taken on record by the
Board of Directors, none of the Directors of the Company are
disqualified as on March 31, 2016, from being appointed as a Director
in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over
financial reporting of the Company and the operating effectiveness of
such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its
financial position in its financial statements. Refer Note 27 to the
Standalone Financial Statements.

ii) The Company has made provision, as required under the applicable
laws or Accounting Standards for material foreseeable losses, if any,
on long term contracts, including derivative contracts. Refer Notes
2(o) and 28 to the Standalone Financial Statements.

iii) There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company except in one case involving an amount of Rs, 0.29 crore where
the Company has prepared a demand draft for the said amount to be
transferred before the due date, but could not deposit the same with
the concerned Authority due to technical difficulties on the MCA
website.

The Annexure referred to in paragraph 1 ''Report on Other Legal and
Regulatory Requirements ''in our Independent Auditors ''Report to the
members of the Company on the Standalone Financial Statements for the
year ended March 31,2016:

Statement on Matters specified in paragraphs 3 and 4 of the Companies
(Auditor''s Report) Order, 2016:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the period of verification is
reasonable having regard to the size of the Company and the nature of
its assets. The discrepancies noticed on such verification are not
material and have been properly dealt with in the books of account.

c) According to the information and explanations given to us and on the
basis of the records of the Company examined by us, the title deeds of
immovable properties are held in the name of the Company except in one
case where the deed of assignment in respect of the Company''s leasehold
property at Worli (Gross block - Rs, 55.42 crores and Net block - Rs,
48.44 crores) is yet to be transferred in the name of the Company. The
Company has received a demand for transfer charges from Bombay
Municipal Corporation for transferring the property in favour of the
Company. The Company has filed a writ petition in the Bombay High Court
contesting the demand.

2. The Management has conducted physical verification of inventory at
reasonable intervals. The discrepancies noticed on physical
verification were not material in relation to the operations of the
Company and the same have been properly dealt with in the books of
account.

3. During the year, the Company has not granted any loans, secured or
unsecured to companies, firms, LLP or other parties covered in the
register maintained underSection189of the Companies Act, 2013.
Therefore, the provisions of sub-clause (a) and (b)and (c) of paragraph
3 (iii) of the Order are not applicable.

4. In our opinion and according to the information and explanations
given to us and records, examined by us, the Company has complied with
the provisions of Section 185 and 186 of the Companies Act, 2013 in
respect of loans, investments, guarantees, and security.

5. In our opinion and according to the information and explanations
given to us, the Company has complied with the directives issued by the
Reserve Bank of India and the provisions of Sections 73 to 76 or any
other relevant provisions of the Companies Act, 2013 and the Rules
framed there under in respect of the deposits accepted from the public.
No order has been passed by the Company Law Board, or National Company
Law Tribunal, or Reserve Bank of India, or any Court, or any other
Tribunal.

6. According to the information and explanations given to us, the
Central Government has not prescribed maintenance of cost records under
subsection (1) of Section 148 of the Companies Act, 2013, in respect of
any of the activities of the Company.

7. Statutory Dues:

a) According to the information and explanations given to us and on the
basis of the records examined by us, the Company is regular in
depositing undisputed statutory dues, including dues pertaining to
Shore Staff Provident Fund, Employees ''State Insurance, Income-tax,
Sales-tax, Service Tax, Duty of Customs, Value Added tax. Cess and any
other statutory dues with the appropriate authorities wherever
applicable. We have been informed that in respect of floating staff it
is not possible to accurately ascertain the provident fund dues in view
of the nature of Company''s activities. The Company regularly makes ad-
hoc payments to the appropriate authorities and on final determination,
the balance, if any, is paid. We have been informed that there are no
undisputed dues which have remained outstanding as at the last day of
the financial year for a period of

more than six months from the date they became payable.

b) According to the information and explanations given to us, there are
no dues of Income-tax, Sales tax. Wealth tax. Service tax. Duty of
Customs, Value added tax or Cess outstanding on account of any dispute,
other than the following:

The Maharashtra 2002-03 The High Court at
Land Revenue Code, Bombay
1966

2003-04 The High Court at
Bombay

The Central Excise 2005-06 Commissioner of
and customs Act,1962 Service Tax

Costoms Act,1962 2009-10 Commissioner of
Customs (Appeals), Jamnagar

2010-11 CESTAT. Ahmedabad

2011-12

2011-12 Commissioner of
Customs (Appeals),
Bhubaneshwar

2012-13 The High Court at
Ahmedabad, Chennai
and Bhubaneswar

2012-13 Commissioner of
Customs (Appeals),
Jamnagar

2013-14 Commissioner of
Customs (Appeals),
Kolkata

2013-14 Commissioner of
Customs (Appeals),
Paradip

Name of the Statute Nature of Dues Amount
(Rs, in Crores)

Income-tax Act, 1961 Income-tax 0.01

0.37
Income-tax Act, 1961 Income-tax 0.64

3.97

2.58

5.70

13.66

The Major Port
Trusts Wharfage Charges 0.99
Act, 1963

Name of the Statute Period to which Forum where dispute
the amount is pending
relates

Income tax Act, 1961 2005-06 Income Tax Appellate
Tribunal, Mumbai

2006-07 Income Tax Appellate
Tribunal, Mumbai

Income tax Act,1961 2007-08 Income Tax Appellate
Tribunal, Mumbai

2008-09 Income Tax Appellate
Tribunal, Mumbai

2009-10 Income Tax Appellate
Tribunal, Mumbai

2010-11 Income Tax Appellate
Tribunal, Mumbai

2012-13 Income Tax Appellate
Tribunal, Mumbai

The Major Port Trusts 2014-15 The High Court of
Act,1963 Judicature at Madras

* Amounts less than Rs, 0.01 crore.

8. According to the information and explanations given to us and based
on the documents and records produced before us, there has been no
default in repayment of dues to banks or debenture holders. There are
no dues to financial institutions and Government.

9. According to the information and explanations given to us and the
records examined by us, the term loans obtained by the Company were
applied for the purpose for which the loans were obtained. The Company
did not raise any money by way of initial public offer or further
public offer (including debt instruments) during the year.

10. During the course of our examination of the books of account and
records of the Company, to the best of our knowledge and belief and
according to the information and explanations given to us by the
Management, no fraud on, or by the Company, has been noticed or
reported during the year.

11. According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
paid/provided for managerial remuneration in accordance with the
requisite approvals mandated by the provisions of Section 197 read with
Schedule V to the Act.

12. In our opinion and according to the information and explanations
given to us, the Company is not a Nidhi Company.

13. According to the information and explanations given to us and
based on our examination of the records of the Company, transactions
with the related parties are in compliance with Sections 177 and 188 of
the Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable
accounting standards.

14. According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not entered into non-cash transactions with Directors or persons
connected with him.

16. The Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act 1934.

For KALYANIWALLA & MISTRY

Chartered Accountants

FirmRegn. No.: 104607W

Daraius Z. Fraser

Partner

M. No.: 42454

Mumbai:May05,2016.

Mar 31, 2014

We have audited the accompanying financial statements of THE GREAT
EASTERN SHIPPING COMPANY LIMITED ("the Company"), which comprise the
Balance Sheet as at March 31, 2014, and the Statement of Profit and
Loss and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub- section (3C) of section
211 of the Companies Act, 1956 ("the Act") read with the General
Circular 15/2013 dated September 13, 2013, of the Ministry of Corporate
Affairs in respect of section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation and maintenance of
internal control relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances but not for the
purpose of expressing an opinion on the effectiveness of the entity''s
internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting
estimates made by management, as well as evaluating the overall
presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:

(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;

(b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;

(c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;

(d) our opinion, the Balance Sheet, Statement of Profit and Loss, and
Cash Flow Statement comply with the Accounting Standards notified under
the Companies Act, 1956, read with the General Circular 15/2013 dated
September 13, 2013, of the Ministry of Corporate Affairs in respect of
section 133 of the Companies Act, 2013;

(e) on the basis of written representations received from the directors
as on March 31, 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.

Annexure to the Independent Auditor''s Report Referred to in paragraph 1
under the heading ''Report on Other Legal & Regulatory Requirements'' of
our report of even date:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the frequency of verification is
reasonable having regard to the size of the Company and the nature of
its assets. The discrepancies noticed on such verification are not
material and have been properly dealt with in the books of account.

c) In our opinion, there have been no significant disposals of fixed
assets during the year which affect the going concern assumption.

2. Inventory:

a) The Management has conducted physical verification of inventory at
reasonable intervals. In our opinion, the frequency of verification is
reasonable.

b) The procedures of physical verification of inventories followed by
the Management are reasonable and adequate in relation to the size of
the Company and the nature of its business. In view of the nature of
the Company''s business and scale of operations, quantities of fuel oil
and diesel oil on board vessels are determined by physical count by the
Master of the vessel.

c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on verification between the
physical stocks and the book records and the same have been properly
dealt with in the books of account.

3. The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of inventory and fixed assets. During the course of our
audit, we have not observed any major weaknesses in the internal
control system.

5. Transactions that need to be entered in the register maintained
under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the
information and explanations given to us, we are of the opinion that
the particulars of contracts or arrangements referred to in section 301
of the Companies Act, 1956, have been entered in the register required
to be maintained under that section.

b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 500,000 in
respect of any party during the year, have been made at prices which
are reasonable, having regard to prevailing market prices at the
relevant time.

6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed thereunder.
No order has been passed by the Company Law Board, or National Company
Law Tribunal, or Reserve Bank of India, or any Court, or any other
Tribunal.

7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.

8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under section 209(1)(d) of the Companies Act, 1956, in
respect of any of the activities of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, except for
the provident fund dues of floating staff, the Company is generally
regular in depositing undisputed statutory dues, including dues
pertaining to Investor Education and Protection Fund, Shore Staff
Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues
with the appropriate authorities. We have been informed that in respect
of floating staff it is not possible to accurately ascertain the
provident fund dues in view of the nature of Company''s activities. The
Company regularly makes ad hoc payments to the appropriate authorities
and on final determination, the balance, if any, is paid. We have been
informed that there are no undisputed dues which have remained
outstanding as at the end of the financial year, for a period of more
than six months from the date they became payable.

b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following:

Name of the Nature of Dues Amount Period to
Statute (Rs. in crores) which the
amount
relates

The Tamilnadu Lease Tax 5.48 1995-96
General Sales
Tax 9.25 1996-97

Act, 1959 2.67 1997-98

The Bombay
Sales Sales Tax 0.071 1995-96
Tax Act, 1959 0.073 1996-97

0.085 1997-98

The Central
Sales Tax 0.798 1998-99
Act, 1956 0.870

The Bombay Sales 3.860
Tax Act, 1959 0.702

The Bombay Sales 0.995 2001-02
Tax Act, 1959

The Maharashtra VAT 0.001 2009-10
Act, 2005 0.002 2010-11

The Maharashtra Transfer charges
for office 1.24 2002-03
Land Revenue
Code, premises under the
scheme
1966 of demerger

10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in repayment of dues to banks or debenture holders. There
are no dues to financial institutions.

12. According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi/mutual benefit
fund/societies.

14. The Company does not deal or trade in shares, securities,
debentures and other investments.

15. According to the information and explanations given to us, the
terms and conditions of guarantees given by the Company for loans taken
by its subsidiaries from banks are not prima facie prejudicial to the
interest of the Company.

16. In our opinion and according to the information and explanations
given to us, the term loans availed by the Company were applied for the
purpose for which the loans were obtained.

17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the
Company has created security in respect of the secured redeemable
non-convertible debentures issued.

20. The Company has not raised any money through a public issue during
the year.

21. Based upon the audit procedures performed by us, to the best of
our knowledge and belief and according to the information and
explanations given to us by the Management, no fraud on, or by the
company, has been noticed or reported during the year.

For and on behalf of

Kalyaniwalla & Mistry
Chartered Accountants
Firm Regn. No.: 104607W

Daraius Z. Fraser

Partner

M. No.: 42454

Mumbai: May 07, 2014.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of THE GREAT
EASTERN SHIPPING COMPANY LIMITED ("the Company"), which comprise the
Balance Sheet as at March 31, 2013, the Statement of Profit and Loss
and Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company''s preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by Management, as
well as evaluating the overall presentation of the financial
statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:

(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
Order") issued by the Central Government of India in terms of
sub-section (4A) of section 227 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

(b) In our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books.

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss,
and Cash Flow Statement comply with the Accounting Standards referred
to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the Directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the Directors is disqualified as on March 31, 2013, from being
appointed as a Director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.

Annexure to the Independent Auditor''s Report

Referred to in paragraph 1 under the heading ''Report on Other Legal &
Regulatory Requirements'' of our report of even date:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the frequency of verification is
reasonable having regard to the size of the Company and the nature of
its assets. The discrepancies noticed on such verification are not
material and have been properly dealt with in the books of account.

c) In our opinion, there have been no significant disposals of fixed
assets during the year which affect the going concern assumption.

2. Inventory:

a) The Management has conducted physical verification of inventory at
reasonable intervals. In our opinion, the frequency of verification is
reasonable.

b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business. In view of the nature of
the Company''s business and scale of operations, quantities of fuel oil
and diesel oil on board vessels are determined by physical count by the
Master of the vessel.

c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on verification between the
physical stocks and the book records and the same have been properly
dealt with in the books of account.

3. The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of inventory and fixed assets. During the course of our
audit, we have not observed any major weaknesses in the internal
control system.

5. Transactions that need to be entered in the register maintained
under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the
information and explanations given to us, we are of the opinion that
the particulars of contracts or arrangements referred to in section 301
of the Companies Act, 1956, have been entered in the register required
to be maintained under that section.

b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 500,000 in
respect of any party during the year, have been made at prices which
are reasonable, having regard to prevailing market prices at the
relevant time.

6. In our opinion and according to the information and explanations
given to us,the Company has not accepted any deposits from the public
within the meaning of section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed thereunder.
No order has been passed by the Company Law Board, or National Company
Law Tribunal, or Reserve Bank of India, or any Court, or any other
Tribunal.

7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.

8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under section 209(1)(d) of the Companies Act, 1956, in
respect of any of the activities of the Company.

9. Statutory Dues:

a) According to the information and explanation given to us, except for
the provident fund dues of floating staff, the Company is generally
regular in depositing undisputed statutory dues, including dues
pertaining to Investor Education and Protection Fund, Shore Staff
Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues
with the appropriate authorities. We have been informed that in respect
of floating staff it is not possible to accurately ascertain the
provident fund dues in view of the nature of Company''s activities. The
Company regularly makes ad hoc payments to the appropriate authorities
and on final determination, the balance, if any, is paid. We have been
informed that there are no undisputed dues which have remained
outstanding as at the end of the financial year, for a period of more
than six months from the date they became payable.

b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following:

Name of the Nature of Dues Amount
(Rs. in
crores)

The Tamilnadu Lease Tax 5.48

General Sales Tax 9.25

Act, 1959 2.67

The Bombay Sales Sales Tax 0.071

Tax Act, 1959 0.073

0.085

The Central Sales Tax 0.798

Act, 1956 0.870

The Bombay Sales 3.860

Tax Act, 1959 0.702

The Bombay Sales 0.995
Tax Act, 1959

The Maharashtra VAT 0.001

Act, 2005 0.002

The Maharashtra Transfer charges for office 1.24
Land Revenue Code, premises under the scheme
1966 of demerger

The Maharashtra Land
Revenue Code, 1966 2002-03 The High Court at Bombay

2003-04 The High Court at Bombay

The Finance Act, 1994 2005-06 Commissioner of Service Tax

Custom Act, 1962 2009-10 Commissioner of Customs
(Appeals), Jamnagar

2010-11 CESTAT, Ahmedabad

2011-12

2011-12 Commissioner of Customs
(Appeals), Bhubaneshwar

2012-13 The High Court at Ahmedabad,
Chennai and Bhubaneswar

2012-13 Commissioner of Customs
(Appeals), Jamnagar

Income Tax Act, 1961 2008-09 Income Tax Appellate
Tribunal, Mumbai

10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in repayment of dues to banks or debenture holders. There
are no dues to financial institutions.

12. According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi / mutual benefit
fund / societies.

14. The Company does not deal or trade in shares, securities,
debentures and other investments.

15. According to the information and explanations given to us, the
terms and conditions of guarantees given by the Company for loans taken
by its subsidiaries from banks are not prima facie prejudicial to the
interest of the Company.

16. In our opinion and according to the information and explanations
given to us, the term loans availed by the Company were applied for the
purpose for which the loans were obtained.

17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the
Company has created security in respect of the secured redeemable
non-convertible debentures issued.

20. The Company has not raised any money through a public issue during
the year.

21. Based upon the audit procedures performed by us, to the best of
our knowledge and belief and according to the information and
explanations given to us by the Management, no fraud on, or by the
Company, has been noticed or reported during the year.

For and on behalf of

Kalyaniwalla & Mistry

Chartered Accountants

Firm Regn. No.: 104607W

Daraius Z. Fraser

Partner

M. No.: 42454

Mumbai: May 06, 2013.

Mar 31, 2012

1. We have audited the attached Balance Sheet of THE GREAT EASTERN
SHIPPING COMPANY LIMITED as at March 31, 2012, the Statement of Profit
and Loss Account and the Cash Flow Statement of the Company for the
year ended on that date annexed thereto. These financial statements are
the responsibility of the Company's Management. Our responsibility is
to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004
issued by the Central Government of India in terms of section 227 (4A)
of the Companies Act, 1956, we annex hereto a statement on the matters
specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we
report that :

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of such
books.

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
Statement dealt with by this report are in agreement with the books of
account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.

e) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;

ii) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.

5. On the basis of the written representations received from the
Directors as on March 31, 2012 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2012, from being appointed as a Director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR'S REPORT

As required by the Companies (Auditor's Report) Order, 2003, as amended
by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by
the Central Government of India in terms of section 227 (4A) of the
Companies Act, 1956, we further report that :

1. Fixed Assets :

a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the frequency of verification is
reasonable having regard to the size of the Company and the nature of
its assets. The discrepancies noticed on such verification are not
material and have been properly dealt with in the books of account.

c) In our opinion, there have been no significant disposals of fixed
assets during the year which affect the going concern assumption.

2. Inventory :

a) The Management has conducted physical verification of inventory at
reasonable intervals. In our opinion, the frequency of verification is
reasonable.

b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business. In view of the nature of
the Company's business and scale of operations, quantities of fuel oil
and diesel oil on board vessels are determined by physical count by the
Master of the vessel.

c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on verification between the
physical stocks and the book records and the same have been properly
dealt with in the books of account.

3. The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of inventory and fixed assets. During the course of our
audit, we have not observed any major weaknesses in the internal
control system.

5. Transactions that need to be entered in the register maintained
under section 301 of the Companies Act, 1956 :

a) Based upon the audit procedures applied by us and according to the
information and explanations given to us, we are of the opinion that
the particulars of contracts or arrangements referred to in section 301
of the Companies Act, 1956, have been entered in the register required
to be maintained under that section.

b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect
of any party during the year, have been made at prices which are
reasonable, having regard to prevailing market prices at the relevant
time.

6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed there under.
No order has been passed by the Company Law Board, or National Company
Law Tribunal, or Reserve Bank of India, or any Court, or any other
Tribunal.

7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.

8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under section 209(1)(d) of the Companies Act, 1956, in
respect of any of the activities of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, except for
the provident fund dues of floating staff, the Company is generally
regular in depositing undisputed statutory dues, including dues
pertaining to Investor Education and Protection Fund, Shore Staff
Provident Fund, Employees' State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues
with the appropriate authorities. We have been informed that in respect
of floating staff it is not possible to accurately ascertain the
provident fund dues in view of the nature of Company's activities. The
Company regularly makes ad hoc payments to the appropriate authorities
and on final determination, the balance, if any, is paid. We have been
informed that there are no undisputed dues which have remained
outstanding as at the end of the financial year, for a period of more
than six months from the date they became payable.

b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following:

Name of the Statute Nature of Dues Amount
(Rs. in crore)

The Tamilnadu General Lease Tax 5.48
Sales Tax Act, 1959 9.25

2.67

The Bombay Sales Tax Sales Tax 0.07
Act, 1959 0.07

0.09

The Central Sales Tax Sales Tax 0.80
Act, 1956 0.87

The Bombay Sales Tax 3.86
Act, 1959 0.70

The Bombay Sales Tax Sales Tax 1.00
Act, 1959

The Maharashtra VAT Sales Tax -*
Act, 2005 -*

The Maharashtra Land Transfer charges for 1.24
Revenue Code, 1966 office premises under
the scheme of demerger
Transfer Charges for 3.10
office Premises

Name of the Statue Period to which the Forum where
amount relates dispute is pending

The Tamilnadu General
Sales Tax Act, 1959 1995-96 The High Court at
1996-97 Madras
1997-98

The Maharashtra Land
Revenue Code, 1966 2002-03 The High Court at
Bombay

2003-04 The High Court at
Bombay

*Amount less than Rs. one lakh.

10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and based
on the documents and records produced before us, there has been no
default in repayment of dues to banks or debenture holders. There are
no dues to financial institutions.

12. According to the information and explanations given to us and based
on the documents and records produced before us, the Company has not
granted any loans or advances on the basis of security by way of pledge
of shares, debentures or other securities.

13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi / mutual benefit
fund / societies.

14. The Company does not deal or trade in shares, securities,
debentures and other investments.

15. According to the information and explanations given to us, the
terms and conditions of guarantees given by the Company for loans taken
by its subsidiaries from banks are not prima facie prejudicial to the
interest of the Company.

16. In our opinion and according to the information and explanations
given to us, the term loans availed by the Company were applied for the
purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an
overall examination of the Balance Sheet, the Cash Flow Statement and
other records examined by us, the Company has not used funds raised on
short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the
Company has created security in respect of the secured redeemable
non-convertible debentures issued.

20. The Company has not raised any money through a public issue during
the year.

21. Based upon the audit procedures performed by us, to the best of our
knowledge and belief and according to the information and explanations
given to us by the Management, no fraud on, or by the company, has been
noticed or reported during the year.

For and on behalf of

Kalyaniwalla & Mistry
Chartered Accountants
Firm Regn. No.: 104607W

Daraius Z. Fraser

Partner

M. No.: 42454

Mumbai: May 03, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of THE GREAT EASTERN
SHIPPING COMPANY LIMITED as at March 31, 2011, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date annexed thereto. These financial statements are the
responsibility of the Companys Management. Our responsibility is to
express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued
by the Central Government of India in terms of section 227 (4A) of the
Companies Act, 1956, we annex hereto a statement on the matters
specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we
report that :

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of such
books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956.

e) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2011;

ii) in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.

5. On the basis of the written representations received from the
Directors as on March 31, 2011 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2011, from being appointed as a Director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditors Report
As required by the Companies (Auditors Report) Order, 2003, issued by
the Central Government of India in terms of section 227 (4A) of the
Companies Act, 1956, we further report that :

1. Fixed Assets :

a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets
at periodic intervals. In our opinion, the frequency of verification is
reasonable having regard to the size of the Company and the nature of
its assets. The discrepancies noticed on such verification are not
material and have been properly dealt with in the books of account.

c) In our opinion, there have been no significant disposals of fixed
assets during the year which affect the going concern assumption.

2. Inventory :

a) The Management has conducted physical verification of inventory at
reasonable intervals. In our opinion, the frequency of verification is
reasonable.

b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on verification between the
physical stocks and the book records and the same have been properly
dealt with in the books of account.

3. The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firms or other parties listed in the
register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of inventory and fixed assets. During the course of our
audit, we have not observed any major weaknesses in the internal
control system.

5. Transactions that need to be entered in the register maintained
under section 301 of the Companies Act, 1956 :

a) Based upon the audit procedures applied by us and according to the
information and explanations given to us, we are of the opinion that
the particulars of contracts or arrangements referred to in section 301
of the Companies Act, 1956, have been entered in the register required
to be maintained under that section.

b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 500,000 in
respect of any party during the year, have been made at prices which
are reasonable, having regard to prevailing market prices at the
relevant time.

6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed thereunder.
No order has been passed by the Company Law Board, or National Company
Law Tribunal, or Reserve Bank of India, or any Court, or any other
Tribunal.

7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.

8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under section 209(1)(d) of the Companies Act, 1956, in
respect of any of the activities of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, except for
the provident fund dues of floating staff, the Company is generally
regular in depositing undisputed statutory dues, including dues
pertaining to Investor Education and Protection Fund, Shore Staff
Provident Fund, Employees State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues
with the appropriate authorities. We have been informed that in respect
of floating staff it is not possible to accurately ascertain the
provident fund dues in view of the nature of Companys activities. The
Company regularly makes ad hoc payments to the appropriate authorities
and on final determination, the balance, if any, is paid. We have been
informed that there are no undisputed dues which have remained
outstanding as at the end of the financial year, for a period of more
than six months from the date they became payable.

b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following :

NAME OF THE STATUTE NATURE OF DUES AMOUNT PERIOD TO
WHICH THE FORUM WHERE

(RS. IN
LAKHS) AMOUNT
RELATES DISPUTE IS
PENDING

The Customs Act,
1962 Import duty 31 2000-01 The High Court
at Bombay

The Tamilnadu
General Lease tax 1740 1995-96 The High Court
Sales Tax Act, 1959 to at Madras
1997-98

Maharashtra Land Transfer charges
for 124 2002-03 The High Court
Revenue Code, 1966 office premises
under at Bombay
the scheme of
demerger

Transfer Charges
for 310 2003-04 The High Court
office Premises at Bombay

Major Ports Trust Demand for
Pilotage and 137 2001-02 The High Court
Act, 1963 Berth Charges on
gross to at Karnataka
tonnage 2002-03

10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in repayment of dues to banks or debenture holders. There
are no dues to financial institutions.

12. According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi / mutual benefit
fund / societies.

14. The Company does not deal or trade in shares, securities,
debentures and other investments.

15. According to the information and explanations given to us, the
terms and conditions of guarantees given by the Company for loans taken
by its subsidiaries from banks are not prima facie prejudicial to the
interest of the Company.

16. In our opinion and according to the information and explanations
given to us, the term loans availed by the Company were applied for the
purpose for which the loans were obtained.

17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the
Company has created security in respect of the secured redeemable
non-convertible debentures issued.

20. The Company has not raised any money through a public issue during
the year.

21. Based upon the audit procedures performed by us, to the best of
our knowledge and belief and according to the information and
explanations given to us by the Management, no fraud on, or by the
Company, has been noticed or reported during the year.

For and on behalf of

Kalyaniwalla & Mistry

Chartered Accountants
Firm Regn. No.: 104607W

Daraius Z. Fraser

Partner

Membership No.: 42454

Mumbai: May 6, 2011.

Mar 31, 2010

1. We have audited the attached Balance Sheet of The Great Eastern
Shipping Company Limited as at March 31,2010, the Profit and Loss
Account and the Cash Flow Statement of the Company for the year ended
on that date annexed thereto. These financial statements are the
responsibility of the Companys Management. Our responsibility is to
express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued
by the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we annex hereto a statement on the matters
specified in paragraphs 4 atid 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we
report that:

a) We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit.

b) In our opinion, proper books of account as required by law, have
been kept by the Company so far as appears from our examination of such
books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and
the Cash Flow Statement dealt with by this report comply with the
Accounting Standards referred to in sub-section(3C) of Section 211 of
the Companies Act, 1956.

e) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read with the notes
thereon, give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India :

i. in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2010;

ii. in the case of the Profit and Loss Account, of the profit of the
Company for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.

5. On the basis of the written representations received from the
Directors as on March 31, 2010 and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
March 31, 2010, from being appointed as a Director in terms of clause
(g) of sub-section(l) of Section 274 of the Companies Act, 1956.

Annexure to the Auditors Report

As required by the Companies (Auditors Report) Order, 2003, issued by
the Central Government of India in terms of Section 227 (4A) of the
Companies Act, 1956, we further report that:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.

b) The Company has a programme for physical verification of fixed
assets at periodic intervals. In our opinion, the frequency of
verification is reasonable having regard to the size of the Company and
the nature of its assets. The discrepancies noticed on such
verification are not material and have been properly dealt with in the
books of account.

c) In our opinion, there have been no significant disposals of fixed
assets during the year which affect the going concern assumption. -

2. Inventory:

a) The Management has conducted physical verification of inventory at
reasonable intervals. In our opinion, the frequency of verification is
reasonable.

b) The procedures of physical verification of inventories followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no
material discrepancies were noticed on verification between the
physical stocks and the book records and the same have been properly
dealt with in the books of account.

3. The Company has neither granted nor taken any loans, secured or
unsecured, to / from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchases of inventory and fixed assets. During the course of our
audit, we have not observed any major weaknesses in the internal
control system.

5. Transactions that need to be entered in the register maintained
under Section 301 of the Companies Act, 1956 :

a) Based upon the audit procedures applied by us and according to the
information and explanations given to us, we are of the opinion that
the particulars of contracts or arrangements referred to in Section 301
of the Companies Act, 1956, have been entered in the register required
to be maintained under that section.

b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of Rs. 500,000 in
respect of any party during the year, have been made at prices which
are reasonable, having regard to prevailing market prices at the
relevant time.

6. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of Section 58A, 58AA, or any other relevant
provisions of the Companies Act, 1956 and the rules framed thereunder.
No order has been passed by the Company Law Board, or National Company
Law Tribunal, or Reserve Bank of India, or any Court, or any other
Tribunal.

7. In our opinion, the Company has an internal audit system
commensurate with the size of the Company and nature of its business.

8. According to the information and explanations given to us, the
maintenance of cost records has not been prescribed by the Central
Government under Section 209(l)(d) of the Companies Act, 1956, in
respect of any of the activities of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, except for
the provident fund dues of floating staff, the Company is generally
regular in depositing undisputed statutory dues, including dues
pertaining to Investor Education and Protection Fund, Shore Staff
Provident Fund, Employees State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues
with the appropriate authorities. We have been informed that in respect
offloatingstaff it is not possible toaccurately ascertain the provident
fund dues in view of the nature of Companys activities. The Company
regularly makes ad hoc payments to the appropriate authorities and on
final determination, the balance, if any, is paid. We have been
informed that there are no undisputed dues which have remained
outstanding as at the end of the financial year, for a period of more
than six months from the date they became payable.

b) According to the information and explanations given to us, there are
no dues of income-tax, sales tax, wealth tax, service tax, customs
duty, excise duty or cess outstanding on account of any dispute, other
than the following :

10. The Company does not have accumulated losses as at the end of the
financial year, nor has it incurred cash losses in the current
financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and
based on the documents and records produced before us, there has been
no default in repayment of dues to banks or debenture holders. There
are no dues to financial institutions.

12. According to the information and explanations given to us and
based on the documents and records produced before us, the Company has
not granted any loans or advances on the basis of security by way of
pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations
given to us, the nature of activities of the Company does not attract
any special statute applicable to chit fund and nidhi / mutual benefit
fund / societies.

14. The Company does not deal or trade in shares, securities,
debentures and other investments.

15. According to the information and explanations given to us, the
terms and conditions of guarantee given by the Company for loans taken
by its subsidiary from banks are not prima facie prejudicial to the
interest of the Company.

16. In our opinion and according to the information and explanations
given to us, the term loans availed by the Company were applied for the
purpose for which the loans were obtained.

17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet, the Cash Flow Statement
and other records examined by us, the Company has not used funds raised
on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to
any parties or companies covered in the register maintained under
section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the
Company has created security in respect of the secured redeemable
non-convertible debentures issued.

20. The Company has not raised any money through a public issue during
the year.

21. Based upon the audit procedures performed by us, to the best of
our knowledge and belief and according to the information and
explanations given to us by the Management, no fraud on, or by the
company, has been noticed or reported during the year.